This study examines cotton grower adoption of the Roundup Ready® (RR) weed management program with and without a residual herbicide application using random survey data from 298 Southern and Southern Plains producers in 2007. The study examines how the use of weed resistance best management practices and grower attitudes affect adoption, plus it estimates the net benefit to growers of the RR weed management program. Growers in the survey planned to plant an average of 930 acres of cotton in 2008--855 acres of RR cotton, with a residual herbicide applied to 588 of these RR acres. Growers who are more likely to scout fields before and after herbicide applications, control weeds early, and use recommended herbicide application rates planned to plant significantly more RR acres, as did those who are more concerned about having a clean field, their family's health, and water quality. Growers who are more likely to clean equipment between fields, use saved seed, and use supplemental tillage for weed control planned to plant significantly fewer RR acres, as did those who are more concerned with weed control costs, yield loss, and the public's health. Growers who are more likely to prevent weed escapes, use saved seed, and use multiple herbicides planned to plant significantly more RR acres with a residual herbicide application, as did those who are more concerned with yield loss, their family's health, and wildlife. Growers who are more likely to scout fields after an herbicide application and who are more concerned with crop safety planned to plant significantly fewer RR acres with a residual herbicide application. The estimated expected net benefit (consumer surplus) of the RR cotton weed management system in 2008 was $7.69 per acre--$6.39 per acre with a residual herbicide application and $11.68 per acre without. [ABSTRACT FROM AUTHOR]